UK: Surveying OFRs And Narrative Reporting In Annual Reports - Part 2

Last Updated: 8 November 2005
This article is part of a series: Click Surveying OFRs And Narrative Reporting In Annual Reports - Part 1 for the previous article.

Article by Martyn Jones, Sarah Kershaw, Ian Krieger, Alice Patrick, Kirsty Searles, Isobel Sharp and David Viles

THE CHALLENGES FOR 2006

Inclusion of an OFR in the annual report is mandatory for all GB quoted companies for periods beginning on or after 1 April 2005. Companies should benefit from a year in which they may produce an OFR without submitting themselves and their boards to official scrutiny by the Financial Reporting Review Panel (FRRP). However for periods commencing on or after 1 April 2006, the Panel will have the authority to hold companies to account if they fail to comply with the legal requirements relating to OFRs. The Panel will then be able to apply to the court for a declaration that the OFR of a quoted company does not comply with the requirements of the Companies Act and for an order requiring the directors to prepare a revised OFR.

The Panel’s revised Operating Procedures, published in February 2005, state that it will only seek an order requiring directors to revise an OFR where the OFR:

  • omits a requirement of the Companies Act;
  • purports to comply with an OFR reporting standard but does not do so;
  • is factually wrong in a material respect; or
  • contains an opinion which no reasonable board could have formed if it had followed a proper process of collecting and evaluating evidence.

In light of the current reporting practices outlined above in ‘How Companies are Reporting’, this section highlights areas where companies are currently falling short of future compliance with the requirements regarding OFRs. As compliance with RS 1 will be deemed to constitute compliance with the OFR Regulations the focus is on the requirements of the Standard.

Where companies are falling short
The following key areas represent the major areas for improvement in current reporting to meet the requirements of RS 1:

  • preparation of an OFR addressed to members;
  • forward-looking nature;
  • principal risks and uncertainties;
  • non-financial performance;
  • environmental matters, employees and social and community issues; and
  • key performance indicators (KPIs).

For each area, the requirements of the Standard are identified together with an analysis of how companies are currently falling short in meeting these requirements. Where examples of good practice have been identified in the course of conducting the survey, these have been included. An illustrative OFR is also included later in this report as Appendix 1.

Preparation of an OFR addressed to members
Reporting Standard 1 is mandatory for all GB quoted companies. The Reporting Standard requires directors to prepare an OFR addressed to members (RS 1 ‘Summary’, paragraphs a and b).

The percentage of companies including a formal OFR in their annual report was 41%. However, when added together with those companies demonstrating clear recognition of an OFR, 82% of companies are producing a review of operational and financial aspects of the business. They should find it relatively easy to convert this content into an OFR (with the necessary additions/amendments to content to comply with the Standard). The other 18% of companies are likely to need to do more work to prepare their OFRs for the first time.

Only two companies addressed their OFR to members. Whilst it should be fairly simple to rectify this for the remainder, directors will need to consider where to address the OFR and what appropriate wording they should use. In addition, this requirement mirrors the fact that the whole OFR should focus on “matters that are relevant to the interests of members” and therefore it serves as a reminder that the rest of the content should reflect members’ needs above those of other stakeholders.

An appropriate introduction should clarify “that the OFR is addressed only to members as a body (… disclaiming liability to others) and that its purpose is limited to the statutory purpose, namely to assist the members to assess the company’s strategies and the potential for those strategies to succeed.

Forward-looking nature
he OFR shall have a forward-looking orientation, identifying those trends and factors relevant to the members’ assessment of the current and future performance of the business and the progress towards the achievement of long-term business objectives (RS 1 ‘Principles’, paragraph 9).

The Standard emphasises this ‘forward-looking’ requirement throughout both its principles and its disclosure framework. In many areas of key content, it reiterates that information should be given for both the current period and the future. Areas where the future is expressly highlighted for discussion and how companies are currently performing in these areas are set out in the table below. Only the 82 companies already producing a formal OFR or showing clear recognition of an OFR are included in this analysis.


Area where the future should be discussed % Companies currently meeting such requirement
Overall the OFR should have a ‘forward-looking’ orientation 38% (up to 50% for surveyed companies in top 350)
The impact of risks that may affect future performance should be discussed 49% (up to 74% for the larger companies but as low as 22% for companies in the mid size group)
Management’s policy for managing principal risks (which may impact the business in the future) should be outlined 42% although this does represent 77% of those disclosing the principal risks at all
Underlying trends likely to affect future performance should be identified 39% (whilst 95% of surveyed companies discussed trends affecting business, the majority related to past trends)
Companies are encouraged to set out how they have invested for the future of the business 16% – in relation to advertising and marketing
15% – in relation to training
7% – in relation to research
34% – in relation to new products
Future targets in relation to KPIs (see further below) 12% (representing 25% of companies who included KPIs in the first place)

The low level of discussion about the future (consistently below 50% on average) is perhaps a reflection of the fact that directors consider it a risky style of disclosure. Often, their statements might not be objectively verified and are basically given in good faith based on their reasonable assessment of the information available to them at a point in time.

Given the extent of pressure on and risk faced by directors of quoted companies in many aspects of today’s regulatory environment, it is perhaps understandable that, in the absence of any mandatory requirement to discuss the future, they have avoided doing so. However, now that this issue is included as a legal necessity, they will have to comply.

Directors will therefore need to consider carefully the content of the OFR where they are required to discuss the future and how best to do so whilst minimising the risks of misstatement and omission. The information disclosed must be meaningful and overall should aim to aid shareholders’ assessment of the board’s strategies and their consideration of the potential for those strategies to succeed.

The Standard suggests that directors may wish to include a statement explaining the uncertainties underpinning forwardlooking information. This is something that that all boards should consider and in some cases, it may be appropriate to take legal advice in this regard. In the surveyed OFRs, only five companies had included such statements and four of these were SEC registrants who included a blanket statement about all forward-looking statements in the annual report.

The Standard explains that disclosure of information about impending developments or matters being negotiated is not required if “disclosure would, in the opinion of the directors, be seriously prejudicial to the interests of the entity”. Boards should not be tempted to utilise this provision as a means of avoiding any forward-looking disclosure but there will clearly be areas where this is pertinent and non-disclosure is justifiable. Examples may include being in active negotiations to buy or sell a company, or to recruit a new executive.

Due to the absence of any ‘safe harbour’ provision in the OFR Regulations, no exemptions from liability have been put in place for those directors acting honestly and in good faith. There might therefore be a temptation for boards to include less meaningful ‘boilerplate’ disclosures. In recognition of this and in the interests of promoting good OFR practices, the Chartered Institute of Management Accountants (CIMA) sought and published a legal opinion from Allen & Overy LLP on director liability for statements in OFRs. The full opinion can be found on CIMA’s website but the following extract is relevant here:

“The greatest concern for directors relates to potential civil liability for negligent misstatement in relation to forward-looking statements in the OFR (given the absence of a statutory safe harbour). The risk of liability is reduced by taking the following steps:

  • making sure that forward-looking statements in the OFR are appropriately couched and qualified in order to clarify the degree of reliance that members should place on them – directors should, in consequence, feel more comfortable in fulfilling the Government’s objective of meaningful and informative disclosure in the OFR; and
  • making it clear that forward-looking statements contained in the OFR reflect the knowledge and information available to the directors at the date the OFR was prepared and that the OFR will not be updated during the financial year, but that forward-looking statements contained in it will be considered in the preparation of the next OFR.”

[Legal Opinion prepared by Allen & Overy LLP for CIMA]

Principal risks and uncertainties
The OFR shall include a description of the principal risks and uncertainties facing the entity, together with a commentary on the directors’ approach to them (RS 1 ‘Disclosure Framework’, paragraph 54).

Of the companies utilising the OFR approach, 54% of companies are now providing some description of the principal risks and uncertainties facing the entity. However, the survey found that these tended to analyse mostly treasury risks such as foreign exchange and interest risks.

This means that many companies are not providing any analysis of risks and uncertainties and those that are need to extend their disclosures to encompass a much broader range of risks. RS 1 suggests that these should include strategic, commercial, operational and financial risks where they might “significantly affect the entity’s strategies and development of the entity’s value”. The analysis of risks should reflect the nature of the business and should include those exposing the company to negative consequences as well as those presenting opportunities.

The policy for managing principal risks should be disclosed and this is clearly to enable members to understand how the board is identifying, monitoring and mitigating the risks that threaten the successful implementation of their strategies.

The proportion of companies who outlined their risk management policies and procedures was 42%. However, in almost all cases, any disclosure made in this area gave the policy for risk management in general rather than stating the policies for managing the specific risks outlined. Directors should consider outlining their approach to managing the main or principal risks, even if they do not disclose specific policies for every risk identified.

Risk management is a key aspect of business management and the vast majority of quoted companies should already have relevant procedures in place. There is some crossover in this area with the Combined Code on Corporate Governance and the Turnbull Guidance on Internal Control. That guidance should also aid directors in fulfilling the disclosure requirements in the OFR. However, for those companies not already paying adequate attention to risk, a significant amount of work will be required to rectify this before drafting the relevant disclosures.

Boards should consider how to present information in this area so as to convey clear evidence that they have good risk management practices. Example disclosures may range from matrices showing types, significance and likelihood of risk, to narrative detail for various categories of risk and their management.

The following extract from the ‘Risk’ section of Emap’s annual report is a good example of an analysis of principal risks including how management is approaching them:

Risk
Emap’s diversity and exposure to over ten different revenue streams give it the ability to reduce risk across the business. It would, however, be unrealistic to claim that there is no risk in the Group’s activities, so Emap operates a continuous process of identifying, evaluating and managing risks where they are significant. Further details of this process are set out in the section entitled ‘Systems of Internal Control’ in the Directors’ Report
At Emap Consumer Media, Emap’s dependence on key brands is being offset by targeted launches and relaunches to create a broader portfolio. Developing long-term relationships with wholesale partners is important to offset the risk of the continued growth of supermarkets retailing magazines, as is the development of subscriptions for specialist titles. The consolidation taking place amongst media buyers gives them more negotiating power, and makes it all the more important for Emap to be a media owner of scale. Deal-based arrangements with advertising clients are helping to secure stability.
For Emap Communications the web presents both a threat and an opportunity, as barriers to entry, particularly for recruitment advertising, become lower. The transfer of some recruitment advertising to the web is inevitable, but Emap Communications has extended its own high quality brands onto the web and is itself attracting significant online recruitment advertising. Emap is the largest customer of the National Exhibition Centre in Birmingham, so this partnership is an important one. Strong relationships with senior management are underpinned by an emphasis on long-term contracts for key shows, and through a shareholding in National Exhibitions Centre (Developments) plc.
The radio business within Emap Performance operates in one of Emap’s most regulated markets. All of Emap’s radio stations are developing plans to respond to the potential award of new analogue licences to competitors in their transmission areas, but conversely Emap has already benefited from a new analogue licence award, for Kerrang! 105.2 FM in the West Midlands. The transfer from analogue to digital broadcasting will also need to be carefully managed to protect and enhance audiences and revenues. The consolidation taking place amongst media buyers applies just as much to radio as it does to consumer magazines, but an advertising downturn could potentially be more damaging in radio. Deal-based arrangements help to secure stability and to ensure a guaranteed proportion of an advertiser’s spend is allocated to Emap even when markets are weak.
In France, the risk in a portfolio weighted towards the highly profitable TV listings titles has already become apparent. In response both Télé Star and Télé Poche have been revitalised, and production and marketing efficiencies introduced to reduce costs. Over the last 10 years Emap’s dependence on this sector has gradually been reduced by acquisitions and launches into different markets. The changes that are taking place in the French consumer magazines market, as highlighted earlier, make major launches a real possibility for Emap France at last, bringing opportunity to grow the portfolio organically, although as always there is risk around execution. However, Emap’s strong experience and launch track record in the UK can help reduce this risk. In a more competitive environment, there is a need for more aggressive portfolio management, which could include both relaunches and closures. Although this also carries some risk, the risk involved in not adopting this new strategy would be greater.
The key risks for the Group as a whole are financial. The impact of interest rate fluctuations are reduced by Treasury policies which set limits for fixed or capped interest rate cover (currently a minimum of 25%). There is a likelihood that the Group’s current tax rate of 25%, well below the standard rate of UK corporation tax due to the resolution of prior year matters, will increase over time to something more in line with the standard rate, although the Group will continue to mitigate its tax liabilities whenever and wherever appropriate.” [Emap plc ‘Annual Report & Accounts 2005’]

Non-financial performance
Objectives will often be defined in terms of financial performance; however, objectives in non-financial areas shall also be discussed where appropriate (RS 1 ‘Disclosure Framework’, paragraph 36).

While 50% of the 82 companies producing some form of OFR included non-financial objectives, the smaller companies in this group fared less well and will have to consider what further information they might need to include. Only 19% of these smaller companies by market capitalisation discussed objectives in nonfinancial terms and they may therefore need to widen their objectives to include aims beyond financial targets.

Many companies did include such information, if not in the OFR then elsewhere in the annual report, and they will simply need to move or duplicate some of that information into the OFR.

Those that do not already discuss non-financial objectives will need to consider whether they have such objectives and then, what, if any, appropriate disclosure(s) should be made. However, the emphasis is always likely to be on financial objectives and therefore except in terms of environmental, employee, social and community matters (see further below), this is less likely to be an area of significant attention.

A good example of discussion of performance in terms of nonfinancial objectives was found in Cadbury Schweppes’ summary financial statement and an extract of this discussion is shown below:

“Our fourth goal is to ensure our capabilities are best in class. In 2004 our two priorities were to ratchet up innovation and hone our people and systems capabilities. For innovation, we set the bar high, with a stretching internal goal of 15% from new products by 2007. We increased our innovation rate by 50% in 2004 to 9%, up from 6% in 2003. To radically improve our innovation rates we’ve improved our science and technology capability. We reorganised our research and development facilities into a new sixth global function and retained a highly experienced professional to lead our new Science and Technology function. We put in place a new strategy, coordinating our global resources as a whole to provide discrete centres of excellence and remove duplication. This enabled us to focus our resources and expertise. We are investing in a major new Science and Technology facility in North America that will come on stream in late 2005, replacing our Morris Plains centre ...”

[Cadbury Schweppes plc ‘Annual Review and Summary Financial Statement 2004’]

Environmental matters, employees and social and community issues
The OFR shall include the policies of the entity in relation to environmental matters (including the impact of the business on the environment), employees and social and community issues. It shall also include the extent to which those policies have been successfully implemented (RS 1 ‘Disclosure Framework’, paragraphs 29-30).

Figure 7 above shows that, of all the non-financial areas discussed, these three areas were covered in fewer companies’ annual reports. Only 54% discussed the environment and social and community issues in the annual report and those discussing employees represented 67%. The disclosures relating to environment, social and community issues were largely in the corporate and social responsibility report. Whilst much of the necessary information might be included in these cases, the majority of companies will still need to give further detail on policy and especially on whether or not such policy has been successfully implemented.

Key performance indicators (KPIs)
Those Key Performance Indicators (KPIs) judged by the directors to be effective in measuring the development, performance and position of the business of the entity shall be disclosed, together with information that will enable members to understand and evaluate each KPI (RS 1 ‘Summary’, paragraph e).

The inclusion of KPIs is one of the most challenging ‘new’ mandatory aspects to narrative reporting introduced by RS 1. The Standard states that KPIs shall include both financial and, where appropriate, non-financial indicators. It also specifies that for each KPI, the OFR will explain its definition, calculation method, source data and underlying assumptions, purpose, future targets and where appropriate, comparatives for the preceding year and reconciliations to financial statement figures.

The current practices with respect to including KPIs and providing information on those KPIs, is analysed in figures 13 to 15 above, together with the related commentary. It is clear from the numbers in that analysis that more than half of companies are not including KPIs at all and those that are do not provide all of the information suggested above. This area is therefore likely to be the most onerous in terms of achieving compliance with the Standard.

The steps that directors could usefully take in respect of KPIs are as follows.

  1. Identify KPIs used by the directors and executive management to measure the delivery of their strategies and to manage their business effectively.
  2. Review those KPIs commonly used and accepted in the entity’s industry to consider whether these may carry additional weight (due mainly to increased comparability).
  3. Decide which KPIs from 1. and 2. above are most appropriate for inclusion in the OFR. The interests of members and the usefulness to them of each KPI should be given due consideration at this stage. A sensible number of KPIs is likely to be between 4 and 6 but this may vary by industry and entity.
  4. Review chosen KPIs for non-financial measures and if none selected, consider whether one or more non-financial KPIs should be included.
  5. Review each KPI in turn to determine:
    • appropriate disclosure of its definition and calculation method.
    • whether there is a reasonable level of confidence in the relevant source data integrity (see further step 6. below).
    • what purpose the KPI is used for within the business and how to convey this clearly in the OFR especially in terms of the link to strategy.
    • whether a comparative would be helpful and if so, whether one is already available or can be calculated.
    • what reconciliations to financial statement figures are required, if any.
  6. Ensure that controls surrounding production of data used in KPIs are reviewed as part of ongoing internal controls procedures.
  7. Consider and design an appropriate structure for the disclosure of KPIs in the OFR so that the detailed information is as easy to use as possible. Examples 1-23 in RS 1 ‘Implementation Guidance’ provide illustrative examples of KPIs and their required disclosures. (See also the illustrative OFR included later in this report at Appendix 1).

Once companies have performed and completed the above steps for their first ‘RS 1 compliant’ OFR, less work should be required in subsequent periods. However, the above steps should still be completed each time in case the nature or details of the KPIs have changed. It will also be important for companies to monitor the KPIs that their competitors or other entities in their industry are disclosing so that they can compare both their calculation methods and the resulting figures.

An example disclosure and description of KPIs is included below.

2004 2003
Interest margin 0.82% 0.97%
Interest spread 0.73% 0.90%

... Interest margin has been calculated by reference to average interest earning assets. Interest spread represents the difference between interest receivable as a % of average interest earning assets and interest payable as a % of average interest bearing liabilities. Average balances have been calculated on a monthly basis.

In 2004 interest margin and spread were 0.82% and 0.73% respectively compared with 0.85% and 0.77% in the first half of the year (2003 full year – 0.97% and 0.90%). During the second half of 2004 spreads on lending were stable compared with the first half, consistent with the mix of lending volumes. Throughout 2004, liability spreads were, however, adversely affected by money market rates anticipating increases in bank base rate, resulting in a net increase in our cost of funding. The differential in rates is expected to return to more normal levels in 2005 as evidenced by the reduction in money market rates towards the end of 2004.”

[Northern Rock ‘Annual Report and Accounts 2004’]

Other challenges
Overall, directors will need to give more information in relation to their strategy for the business, the related objectives and the proposed method of implementing that strategy. For some companies, this will be a major shift in emphasis from reporting mainly historical, financial information to providing much more forward looking, strategic and non-financial information.

Timeliness of reporting represents another challenge for some companies. The EU Transparency Directive, finalised in December 2004 and due for implementation in the UK no later than January 2007, will require that quoted companies make public their annual financial report not later than four months after the end of their financial year. Seven companies from our survey sample did not approve their annual report within four months of their year end and another five only approved the report in the last week of month four. Although the Directive may not be implemented before 2007, such companies should review their reporting procedures and take appropriate action to ensure that they improve their speed of reporting ahead of the introduction of the new deadline.

There are several other areas of specific content where RS 1 requires some discussion but where the survey shows that a relatively low percentage of companies currently include all the requisite information in their OFR (for example, key dependencies including relationships with suppliers is an area where less than 15% of companies are currently providing information). However, the annual reports reviewed were all issued before OFR became mandatory and mostly before the Standard was finalised. There will clearly be work required to address these areas so as to comply with the Standard in full. Some of this will involve moving or repeating information from elsewhere in the annual report and some will involve preparing disclosures for the first time.

To assist with this task, a disclosure checklist for the new statutory OFR is included at Appendix 2. An illustrative OFR is also included at Appendix 1.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

This article is part of a series: Click Surveying OFRs And Narrative Reporting In Annual Reports - Part 1 for the previous article.
This article is part of a series: Click Surveying OFRs And Narrative Reporting In Annual Reports - Part 3 for the next article.
 
In association with
Related Topics
 
Related Articles
 
Related Video
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions